SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
DREYFUS VARIABLE INVESTMENT FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________
(2) Aggregate number of securities to which transaction applies:
________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to ExchangeAct Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________
(5) Total fee paid:___________________________________________________________
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:____________________________
(2) Form, schedule or registration statement no.:____________
(3) Filing party:______________________________________
(4) Date filed:_______________________________________
DREYFUS VARIABLE INVESTMENT FUND
SPECIAL VALUE PORTFOLIO
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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To the Shareholders:
A Special Meeting of Shareholders of the Special Value Portfolio (the
"Portfolio") of Dreyfus Variable Investment Fund (the "Fund"), will be held at
the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New
York, New York, on Tuesday, September 10, 2002 at 3:30 p.m., for the following
purposes:
1. To approve a new Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Jennison Associates LLC.
2. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Shareholders of record at the close of business on June 28, 2002 will be
entitled to receive notice of and to vote at the meeting.
Shares of the Portfolio have been offered only to separate accounts
established by insurance companies to fund variable annuity contracts and
variable life insurance policies (collectively referred to as the "Policies").
Portfolio shares held in separate accounts which are attributable to the
Policies will be voted by the respective insurance company in accordance with
instructions received from the owners of the Policies. This Notice of Special
Meeting of Shareholders and the accompanying proxy statement and voting
instruction form are being delivered to Policy owners so that they may instruct
their insurance company as to the manner in which the Portfolio shares held by
their Policies should be voted at the meeting.
By Order of the Board
Michael A. Rosenberg
Secretary
New York, New York
July 5, 2002
DREYFUS VARIABLE INVESTMENT FUND
SPECIAL VALUE PORTFOLIO
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, SEPTEMBER 10, 2002
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Dreyfus Variable Investment Fund (the "Fund"), on behalf
of its series, Special Value Portfolio (the "Portfolio"), to be used at the
Special Meeting of Shareholders of the Portfolio to be held on September 10,
2002 at 3:30 p.m., at the offices of The Dreyfus Corporation, 200 Park Avenue,
7th Floor West, New York, New York, for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders. Shareholders of record
at the close of business on June 28, 2002 are entitled to receive notice of and
to vote at the meeting. Shareholders are entitled to one vote for each Portfolio
share held and fractional vote for each fractional Portfolio share held. Holders
of Initial shares and Service shares will vote together on the proposal. As of
June 5, 2002, 3,141,533 shares of the Portfolio's beneficial interests were
issued and outstanding.
It is estimated that proxy materials will be mailed to shareholders of
record on or about July 5, 2002. The Fund's principal executive offices are
located at 200 Park Avenue, New York, New York 10166. COPIES OF THE PORTFOLIO'S
MOST RECENT ANNUAL REPORT IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING
TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144,
ATTENTION: INSTITUTIONAL SERVICING, OR BY CALLING TOLL-FREE 1-800-554-4611.
Shares of the Portfolio have been offered only to separate accounts
established by insurance companies ("Participating Insurance Companies") to fund
variable annuity contracts and variable life insurance policies (collectively
referred to as the "Policies"). As the owner of all of the assets held in such
separate accounts, the Participating Insurance Companies are the record owners
of the Portfolio's shares. However, pursuant to applicable laws, Portfolio
shares held in a separate account which are attributable to Policies will be
voted by the relevant Participating Insurance Company in accordance with
instructions received from the holders of the Policies ("Policyowners").
Participating Insurance Companies have agreed to solicit instructions from
Policyowners holding Portfolio shares in the relevant separate account as of
June 28, 2002 and to vote by proxy the shares at the meeting according to such
instructions. To be effective, voting instructions must be received by
Participating Insurance Companies prior to the close of business on September 9,
2002. Such instructions may be revoked at any time prior to the meeting by
written notice of revocation or another voting instructions form delivered to
the relevant Participating Insurance Company.
Participating Insurance Companies will vote by proxy (i) Portfolio shares
as to which no timely instructions are received, (ii) Portfolio shares owned
exclusively by the relevant Participating Insurance Company or its affiliates
and (iii) Portfolio shares held in the separate account representing charges
imposed by the relevant Participating Insurance Company against the separate
account for or against the proposal in the same proportion as the voting
instructions received from Policyowners. Additional information regarding voting
instruction rights is provided in the prospectus or statement of additional
information for the Policies.
PROPOSAL 1: SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN THE DREYFUS CORPORATION AND
JENNISON ASSOCIATES LLC
INTRODUCTION
The Dreyfus Corporation ("Dreyfus") currently serves as the Portfolio's
investment adviser pursuant to an Investment Advisory Agreement, dated August
24, 1994, as amended, January 31, 1997 (the "Advisory Agreement"), with the Fund
pursuant to which Dreyfus provides the day-to-day management of the Portfolio's
investments. The Advisory Agreement was last approved by shareholders of the
Portfolio on January 31, 1997 and most recently renewed by the Board on March 4,
2002. Under the Advisory Agreement, the Portfolio pays Dreyfus an advisory fee
at an annual rate of 0.75% of the value of the Portfolio's average daily net
assets.*
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* Portfolio fees and expenses do not reflect any fees or charges imposed by
Participating Insurance Companies under their Policies.
It is proposed that Dreyfus enter into a Sub-Investment Advisory Agreement (the
"Sub-Advisory Agreement") with Jennison Associates LLC ("Jennison"), pursuant to
which Jennison would serve as the Portfolio's sub-investment adviser. If
approved, Jennison would assume the day-to-day management of the Portfolio's
investments currently performed by Dreyfus. Dreyfus however, would continue to
supervise the Porttolio's investment managemnt. Under the proposed arrangement,
Dreyfus would pay Jennison, out of the fee Dreyfus receives from the Portfolio,
a sub-advisory fee at the annual rate of 0.50% of the value of the Portfolio's
average daily net assets up to $300 million and 0.45% of the value of such
assets over $300 million. IF APPROVED BY SHAREHOLDERS, THE PROPOSED ARRANGEMENT
WILL NOT INCREASE THE ANNUAL RATE OF ADVISORY FEES PAID BY THE PORTFOLIO.
At a meeting held on May 20, 2002, the Fund's Board, including a majority
of the Board members who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund, (i)
approved the entry by Dreyfus into the Sub-Advisory Agreement with Jennison, and
(ii) directed that the Sub-Advisory Agreement be submitted to Portfolio
shareholders at this meeting.
DESCRIPTION OF THE ADVISORY AGREEMENT
Under the terms of the Advisory Agreement, Dreyfus provides investment
management to the Portfolio in accordance with its investment objectives and
policies, subject to the authority of the Fund's Board under Massachusetts law.
In connection therewith, Dreyfus obtains and provides investment research and
supervises the Portfolio's investments and conducts (or, if the Sub-Advisory
Agreement is approved, will supervise) a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment, of the Portfolio's
assets. In addition, Dreyfus supplies office facilities (which may be in its own
offices), data processing services, clerical, accounting and bookkeeping
services, internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; prepares reports to
shareholders, tax returns, reports to and submits filings with the Securities
and Exchange Commission (the "SEC") and state Blue Sky authorities; calculates
the net asset value of the Portfolio's shares; and generally assists in all
aspects of the Portfolio's operations. During the fiscal year ended December 31,
2001, $343,238 in advisory fees for the portfolio was payable to Dreyfus, of
which $4,099 was waived by Dreyfus, resulting in $339,139 in advisory fees being
paid to Dreyfus by the Portfolio.
Dreyfus bears all expenses in connection with the performance of its
services under the Advisory Agreement and will pay the sub-investment advisory
fee to Jennison if the Sub-Advisory Agreement is approved. All other expenses
incurred in the operation of the Fund (other than those to be borne by Jennison
or any other Fund portfolio's sub-investment adviser) are borne by the Fund,
except to the extent specifically assumed by Dreyfus. The expenses borne by the
Fund include, without limitation: taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short, brokerage fees and
commissions, if any, fees of Board members who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
Dreyfus, Jennison or any other portfolio's sub-investment adviser or any of
their affiliates, SEC fees, state Blue Sky qualification fees, advisory fees,
charges of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of maintaining the Fund's
existence, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders, costs of shareholders' reports
and meetings, and any extraordinary expenses. Expenses attributable to a
particular Fund portfolio are charged against the assets of that portfolio;
other expenses of the Fund are allocated among the Fund's portfolios on the
basis determined by the Fund's Board, including, but not limited to,
proportionately in relation to the net assets of each portfolio.
The Advisory Agreement provides that neither Dreyfus nor, if approved by
shareholders, Jennison shall be liable for any error of judgment or mistake of
law or for any loss suffered by the Portfolio, except for any liability by
reason of willful misfeasance, bad faith or gross negligence in the performance
of their duties or reckless disregard in the performance of their obligations
and duties under the Advisory Agreement or the Sub-Advisory Agreement, as
applicable.
The Advisory Agreement may be terminated as to the Portfolio without
penalty, (i) on 60 days' notice, by the Fund's Board or by vote of the holders
of a majority of the Portfolio's shares, or (ii) upon not less than 90 days'
notice, by Dreyfus. The Advisory Agreement will terminate automatically in the
event of its assignment (as defined in the 1940 Act).
DESCRIPTION OF THE SUB-ADVISORY AGREEMENT
Under the terms of the proposed Sub-Advisory Agreement, Jennison, subject
to the supervision and approval of Dreyfus, would provide investment management
to the Portfolio, as well as statistical information with respect to the
investments which the Portfolio may hold or contemplate purchasing. In
connection therewith, Jennison will supervise the Portfolio's investments and
conduct a continuous program of investment, evaluation and, if appropriate, sale
and reinvestment of the Portfolio's assets. Under the proposed Sub-Advisory
Agreement, Dreyfus (and NOT the Portfolio) is responsible for paying the
sub-advisory fee to Jennison.
Jennison will bear all expenses in connection with the performance of its
services under the Sub-Advisory Agreement. All other expenses incurred in the
operation of the Fund (other than those borne by Dreyfus) will be borne by the
Fund, except to the extent specifically assumed by Jennison. The expenses borne
by the Fund are listed above under "Description of the Advisory Agreement."
The Sub-Advisory Agreement would provide that Jennison shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Portfolio or Dreyfus in the matters to which the Sub-Advisory Agreement relates,
except for a loss resulting from Jennison's willful misfeasance, bad faith or
gross negligence in the performance of its duties or from reckless disregard in
the performance of its obligations and duties under the Sub-Advisory Agreement.
The Sub-Advisory Agreement may be terminated without penalty, (i) on 60
days' notice, by Dreyfus, the Fund's Board or by vote of the holders of a
majority of the Portfolio's shares, or, (ii) upon not less than 90 days' notice
to the Fund and Dreyfus, by Jennison. The Sub-Advisory Agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act) or
upon termination of the Advisory Agreement.
A copy of the Sub-Advisory Agreement in the form being presented for
approval, and as approved by the Board, is set forth as Exhibit A to this Proxy
Statement.
INFORMATION PERTAINING TO DREYFUS
Dreyfus, located at 200 Park Avenue, New York, New York 10166, is a
wholly-owned subsidiary of Mellon Bank, N.A. ("Mellon Bank"), which is a
wholly-owned subsidiary of Mellon Financial Corporation ("Mellon"). Founded in
1947, Dreyfus manages more than $192 billion in 197 mutual fund portfolios. The
name of each registered investment company for which Dreyfus acts as investment
adviser that has a similar investment objective as the Portfolio, the amount of
its net assets and the annual rate of Dreyfus' compensation for services to each
such company is set forth on Exhibit B to this Proxy Statement.
Dreyfus is the primary mutual fund business of Mellon, which is a publicly
held global financial services company with approximately $2.8 trillion of
assets under management, administration or custody, including approximately $610
billion under management. Mellon provides wealth management, global investment
services and a comprehensive array of financial services for individuals,
businesses and institutions. Mellon is a global financial holding company
incorporated under Pennsylvania law in 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended. Mellon Bank and Mellon are located
at One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
Stephen E. Canter is the Chairman of the Board, Chief Executive Officer,
and Chief Operating Officer of Dreyfus. The following persons also are directors
of Dreyfus: Michael G. Millard, President; Stephen R. Byers, Chief Investment
Officer and Vice Chairman; J. Charles Cardona, Vice Chairman; J. David Officer,
Vice Chairman; Mandell L. Berman, real estate consultant, residential builder
and investor, 29100 Northwestern Highway, Suite 370, Southfield, Michigan 48034;
Steven G. Elliott, Senior Vice Chairman, Chief Financial Officer and director of
Mellon, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258; David F. Lamere,
Vice Chairman of Mellon, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258;
Martin G. McGuinn, Chairman, Chief Executive Officer and director of Mellon, One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258; Richard W. Sabo, President,
Chief Executive Officer and director of Founders Asset Management LLC, 2930 East
Third Avenue, Denver, Colorado 80206; and Richard F. Syron, President of Thermo
Electron, 81 Wyman Street, Waltham, Massachusetts 02454. The address of persons
for whom an address is not listed is 200 Park Avenue, New York, New York 10166.
INFORMATION PERTAINING TO JENNISON
Jennison is a direct, wholly-owned subsidiary of Prudential Investment
Management, Inc., located at Gateway Center 2 McCarter Highway and Market
Street, Newark, New Yersey 07102 which is an indirect, wholly-owned subsidiary
Prudential Financial, Inc. ("Prudential") located at 751 Broad Street, Newark,
New Jersey 07102. Jennison is located at 466 Lexington Avenue, New York, New
York 10017. Jennison was founded in 1969 for the purpose of providing investment
advice for domestic large capitalization growth equity accounts, primarily for
large institutions. Today, Jennison manages assets using multiple investment
styles. Jennison currently manages approximately $62.3 billion for 235 clients.
The name of each registered investment company for which Jennison acts as
investment adviser or sub-investment adviser that has a similar investment
objective as the Portfolio and the amount of its net assets and the annual rate
of Jennison's compensation for services to each such company is set forth on
Exhibit B to this Proxy Statement.
The Portfolio contemplates that, consistent with the policy of obtaining
the most favorable net price, brokerage transactions may be conducted through
one or more affiliates of Jennison. The Fund's Board has adopted procedures in
conformity with the 1940 Act to ensure that all brokerage commissions paid to
affiliates of Jennison (or Dreyfus) are reasonable and fair. For the fiscal year
ended December 31, 2001, the Portfolio paid Prudential Securities, Inc., a
wholly-owned subsidiary of Prudential and an affiliate of Jennison, brokerage
commissions of $1,372 which amounted to approximately 1.34% of the aggregate
brokerage commissions paid by the Portfolio.
John H. Hobbs is Chief Executive Officer and Director of Jennison. Other
directors of Jennison include: Spiros Segalas; Michael A. Del Balso; Karen E.
Kohler; Kathleen A. McCarragher; Mary-Jane Flaherty, Gateway Center Three, 15th
Floor, 100 Mulberry Street, Newark, New Jersey 07102; Philip N. Russo, Gateway
Center Three, 15th Floor, 100 Mulberry Street, Newark, New Jersey 07102; Victor
Y. Sim, 751 Broad Street, 17th Floor, Newark, New Jersey 07102; John R.
Strangfeld, 199 Water Street, New York, New York 10292; Kevin C. Uebelein, CIO
Office, 6F, 4-4-1, Nihombashi, Hongoku-cho, Chuo-Ku, Tokyo, 103-0021, Japan;
Bernard B. Winograd, Eight Campus Drive, 4th Floor, Parsippany, New Jersey
07054. The address of persons for whom an address is not listed is 466 Lexington
Avenue, New York, New York 10017.
BOARD CONSIDERATIONS
In reaching its decision to approve unanimously the Sub-Advisory Agreement and
to submit it to shareholders for their approval, the Board considered the
following: (1) the nature, quality and scope of the services to be provided to
the Portfolio by Dreyfus and Jennison; (2) the representation that there would
be no diminution in the scope and quality of the advisory and other services
currently provided to the Portfolio; (3) Jennison's investment management
expertise in identifying value companies that provide opportunities for capital
growth; (4) Jennison's value approach to achieving investment objectives by
combining fundamental research with quantitative analysis; (5) Jennison's
personnel, resources, technology utilization, business reputation, financial
condition and experience; (6) any ancillary benefits Dreyfus and Jennison may
receive from their relationship with the Fund, such as brokarage commissions and
any research and similar service arrangements with brokers who execute
transactions on behalf of the Portfolio and (7) that the approval of the
Sub-Advisory Agreement will not result in any increase in advisory fees to be
paid by the Portfolio, as Jennison will be paid by Dreyfus out of its fees
received from the Portfolio. Given that there would be no diminution in the
scope and quality of the advisory and other services currently provided to the
Portfolio, when taken together with the other factors, the Board approved the
Sub-Advisory Agreement and directed that it be submitted to Portfolio
shareholders for approval at this meeting.
VOTE REQUIRED AND BOARD MEMBERS' RECOMMENDATION
Approval of the proposal requires the affirmative vote of (i) 67% of the
Portfolio's voting securities present at the meeting, if the holders of more
than 50% of the Portfolio's outstanding voting securities are present or
represented by proxy, or (ii) more than 50% of the Portfolio's outstanding
voting securities, whichever is less.
THE FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT BETWEEN
DREYFUS AND JENNISON
ADDITIONAL INFORMATION
Dreyfus Service Corporation (the "Distributor"), a wholly-owned subsidiary
of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the
Portfolio's distributor. For the fiscal year ended December 31, 2001, $2,467 was
payable to the Distributor by the Portfolio with respect to its Service shares
under the Fund's Distribution Plan, of which $2,303 was waived by the
Distributor, resulting in $164 being paid to the Distributor by the Portfolio
under such plan.
Dreyfus Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of
Dreyfus, is the Portfolio's transfer and dividend disbursing agent. For the
fiscal year ended December 31, 2001, the Portfolio paid the Transfer Agent $698
in transfer agency fees.
Certain information about Portfolio share ownership is set forth on Exhibit
C to this proxy statement. Information about the Fund's Trustees and officers is
set forth on Exhibit D to this proxy statement.
OTHER MATTERS; SHAREHOLDER PROPOSALS
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, or is marked with an abstention (collectively,
"abstentions"), the Portfolio shares represented thereby will be considered to
be present at the meeting for purposes of determining the existence of a quorum
for the transaction of business. Abstentions will not constitute a vote "for" or
"against" a matter and will be disregarded in determining the "votes cast" on an
issue.
In the event that a quorum is not present at the meeting, or if a quorum is
present but sufficient votes to approve the proposal are not received, the
persons named as proxies may propose one or more adjournments of the meeting to
permit further solicitation of proxies. In determining whether to adjourn the
meeting, the following factors may be considered: the nature of the proposals,
the percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote "for" the proposals in favor of such
adjournment, and will vote those proxies required to be voted "against" the
proposals against any adjournment. A quorum is constituted by the presence in
person or by proxy of the holders of at least thirty percent of the Portfolio's
outstanding shares entitled to vote at the meeting.
The Fund's Board is not aware of any other matter which may come before the
meeting. However, should any such matter properly come before the meeting, it is
the intention of the proxy holders to vote their proxies in accordance with
their judgment on such matter.
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to this meeting, if any, must submit such
proposals a reasonable period of time before the Fund begins to print and mail
the Portfolio's proxy materials.
The Fund will bear the cost of printing and mailing proxy statements and
all other costs involved in this solicitation. In addition to the use of the
mails, proxies may be solicited personally, by telephone or facsimile.
IT IS IMPORTANT THAT VOTING INSTRUCTIONS BE RETURNED PROMPTLY. THEREFORE,
POLICYOWNERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE FORM OF VOTING INSTRUCTIONS IN THE ENCLOSED
STAMPED ENVELOPE.
Dated: July 5, 2002
EXHIBIT A
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
___________, 2002
Jennison Associates LLC
466 Lexington Avenue
New York, New York 10017
Dear Sirs:
As you are aware, Dreyfus Variable Investment Fund (the "Fund"),
currently consisting of twelve series, desires to employ the capital of its
series named on Schedule 1 hereto, as such Schedule may be revised from time to
time (each, a "Series"), by investing and reinvesting the same in investments of
the type and in accordance with the limitations specified in the Fund's charter
documents and in its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be submitted to you,
and in such manner and to such extent as from time to time may be approved by
the Fund's Board. The Fund employs The Dreyfus Corporation (the "Adviser") as
its investment adviser pursuant to a written agreement (the "Advisory
Agreement"), a copy of which has been furnished to you. The Adviser desires to
employ you to act as each Series' sub-investment adviser.
In connection with your serving as sub-investment adviser to the
Series, it is understood that from time to time you will employ or associate
with yourself such person or persons as you may believe to be particularly
fitted to assist you in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both you and the Fund.
The compensation of such person or persons shall be paid by you and no
obligation may be incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Adviser, you will
provide investment management of the Series' portfolio in accordance with the
Series' investment objectives and policies as stated in the Fund's Prospectus
and Statement of Additional Information as from time to time in effect. In
connection therewith, you will supervise each Series' investments and conduct a
continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of such Series' assets. You will furnish to the Adviser or the Fund
such statistical information, with respect to the investments which a Series may
hold or contemplate purchasing, as the Adviser or the Fund may reasonably
request. The Fund and the Adviser wish to be informed of important developments
materially affecting any Series' portfolio and shall expect you, on your own
initiative, to furnish to the Fund or the Adviser from time to time such
information as you may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the services to be
provided hereunder, and the Adviser agrees as an inducement to your undertaking
the same that you shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by one or more Series or the Adviser,
provided that nothing herein shall be deemed to protect or purport to protect
you against any liability to the Adviser, the Fund or a Series' security holders
to which you would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this Agreement, the
Adviser will pay you, on the first business day of each month, out of the
investment advisory fee it receives and only to the extent thereof, a fee at the
rate set forth opposite each Series' name on Schedule 1 hereto. Net asset value
shall be computed on such days and at such time or times as described in the
Fund's then-current Prospectus and Statement of Additional Information. The fee
for the period from the date following the commencement of sales of a Series'
shares (after any sales are made to the Fund's sponsor) to the end of the month
during which such sales shall have been commenced or, if a Series is added to
this Agreement subsequent to the commencement of sales of such Series shares,
for the period from the effective date of this Agreement with respect to such
Series to the end of the month in which this Agreement became effective with
respect to such Series, shall be pro-rated according to the proportion which
such period bears to the full monthly period, and upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable within 10 business days of date of
termination of this Agreement.
For the purpose of determining fees payable to you, the value of each
Series' net assets shall be computed in the manner specified in the Fund's
charter documents for the computation of the value of the Series' net assets.
You will bear all expenses in connection with the performance of your
services under this Agreement. All other expenses to be incurred in the
operation of the Series (other than those borne by the Adviser) will be borne by
the Fund, except to the extent specifically assumed by you. The expenses to be
borne by the Fund include, without limitation, the following: taxes, interest,
loan commitment fees, interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members who are not
officers, directors, employees or holders of 5% or more of the outstanding
voting securities of you or the Adviser or any affiliate of you or the Adviser,
Securities and Exchange Commission fees and state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees, outside auditing
and legal expenses, costs of independent pricing services, costs of maintaining
the Fund's existence, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information for regulatory
purposes and for distribution to existing shareholders, costs of shareholders'
reports and meetings, and any extraordinary expenses.
The Adviser understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more investment companies
and fiduciary or other managed accounts, and the Adviser has no objection to
your so acting, provided that when purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more companies or
accounts managed by you which have available funds for investment, the available
securities will be allocated in a manner believed by you to be equitable to each
company or account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more Series or the size of
the position obtainable for or disposed of by one or more Series.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
time to such services and nothing contained herein shall be deemed to limit or
restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or mistake of law or
for any loss suffered by a Series or the Adviser in connection with the matters
to which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the performance of
your duties or from reckless disregard by you of your obligations and duties
under this Agreement. Any person, even though also your officer, director,
partner, employee or agent, who may be or become an officer, Board member,
employee or agent of the Fund, shall be deemed, when rendering services to the
Fund or acting on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director, partner, employee,
or agent or one under your control or direction even though paid by you.
As to each Series, this Agreement shall continue until the date set
forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date"),
and thereafter shall continue automatically for successive annual periods ending
on the day of each year set forth opposite the Series' name on Schedule 1 hereto
(the "Reapproval Day"), provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in
the Investment Company Act of 1940, as amended) of such Series' outstanding
voting securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not "interested
persons" (as defined in said Act) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such approval. As to
each Series, this Agreement is terminable without penalty (i) by the Adviser
upon 60 days' notice to you, (ii) by the Fund's Board or by vote of the holders
of a majority of such Series' shares upon 60 days' notice to you, or (iii) by
you upon not less than 90 days' notice to the Fund and the Adviser. This
Agreement also will terminate automatically, as to the relevant Series, in the
event of its assignment (as defined in said Act). In addition, notwithstanding
anything herein to the contrary, if the Advisory Agreement terminates for any
reason, this Agreement shall terminate effective upon the date the Advisory
Agreement terminates.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By: ___________________________
Title: ___________________________
Accepted:
JENNISON ASSOCIATES LLC
By: ___________________________________
Title: ________________________________
SCHEDULE 1
ANNUAL FEE AS
A PERCENTAGE
OF AVERAGE
NAME OF SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
- -------------- ---------------- --------------- --------------
Special Value Portfolio * (To Be Determined) (To Be Determined)
- -------------------------
* A fee calculated daily and paid monthly based on the Series' average daily
net assets, for the preceding month as follows:
ANNUAL FEE AS A PERCENTAGE
AVERAGE DAILY NET ASSETS OF AVERAGE DAILY NET ASSETS
------------------------ ---------------------------
$0 to $300 million 0.50%
$300 million and over 0.45%
EXHIBIT B
Listed below, as of March 31, 2002, is each registered investment
company for which Dreyfus or Jennison acts as investment adviser or
sub-investment adviser that has a similar investment objective as the Portfolio
and the amount of each such company's net assets and the annual rate of fees
payable to Dreyfus or Jennison for such services by each company. In addition,
for certain of these investment companies (as indicated below), Dreyfus has
agreed until the end of such company's current fiscal year to waive receipt of
its fees and/or assume the expenses of the company (excluding, to the extent
applicable, taxes, brokerage commissions, extraordinary expenses, interest
expenses, commitment fees on borrowings, shareholder servicing fees and Rule
12b-1 plan fees) to the extent such expenses exceed the indicated percentage of
the company's average daily net assets.
DREYFUS
Approximate Investment Advisory Fee as a
Net Percentage of Average Daily Operating
NAME OF THE FUND ASSETS NET ASSETS EXPENSES CAP
- ------------------------------------------------------------------------------------------------------------------------------
Dreyfus America Fund $5,632,042 DREYFUS N/A
0.70%
DAIWA INTERNATIONAL CAPITAL
MANAGEMENT CORPORATION
0.01%
Dreyfus Appreciation Fund, Inc. $3,567,071,685 DREYFUS N/A
0.44% - First $25M
0.37% - $25M - $75M
0.33% - $75M - $200M
0.29% - $200M -$300M
0.275% - over $300M
FAYEZ SAROFIM & CO.
0.11% - First $25M
0.18% - $25M - $75M
0.22% - $75M-$200M
0.26% - $200M-$300M
0.275% - over $300M
Dreyfus Growth and Value Funds, Inc. N/A
1. Dreyfus Aggressive Growth Fund $22,620,789 0.75% 1.20%
2. Dreyfus Emerging Leaders Fund $1,419,542,244 0.90% N/A
3. Dreyfus International Value Fund $341,283,517 1.00% N/A
4. Dreyfus Large Company Value Fund $85,884,946 0.75% N/A
5. Dreyfus Small Company Value Fund $312,571,204 0.75% N/A
6. Dreyfus Premier Future Leaders $153,663,777 0.90% N/A
Fund
7. Dreyfus Premier Growth Fund $1,764,666 0.75% 1.25%*
8. Dreyfus Premier Strategic Value $150,884,024 0.75% N/A
Fund
9. Dreyfus Premier Structured Midcap $2,095,128 0.75% 1.25%*
Fund
10. Dreyfus Premier Technology Growth $1,179,165,774 0.75% N/A
Fund
Dreyfus Growth Opportunity Fund, Inc. $299,679,983 0.75% N/A
Dreyfus International Funds, Inc. N/A
1. Dreyfus Emerging Markets Fund $426,945,996 1.25% N/A
Dreyfus Investment Portfolios N/A
1. Emerging Leaders Portfolio $24,204,938 0.90% 1.50%
2. Emerging Markets Portfolio $8,704,706 1.25% 2.00%
3. Founders Discovery Portfolio $16,841,207 0.90% 1.50%
4. Founders Growth Portfolio $31,077,773 0.75% 1.00%
5 MidCap Stock Portfolio $235,626,371 0.75% 1.00%
6. Technology Growth Portfolio $103,445,788 0.75% N/A
The Dreyfus/Laurel Funds, Inc. N/A
1. Dreyfus Disciplined Stock Fund $2,402,438,104 0.90% N/A
2. Dreyfus Premier Core Equity Fund $52,515,731 1.10% N/A
(formerly, Dreyfus Tax-Smart
Growth Fund)
3. Dreyfus Premier Large Company $259,397,321 0.90% N/A
Stock Fund (formerly, Dreyfus
Disciplined Equity Income Fund)
4. Dreyfus Premier Midcap Stock Fund $269,837,000 1.10% N/A
(formerly, Dreyfus Disciplined
Midcap Stock Fund)
5. Dreyfus Premier Tax Managed $364,088,363 1.10% N/A
Growth Fund
Dreyfus Premier Equity Funds, Inc. N/A
1. Dreyfus Premier Aggressive Growth $78,109,591 0.75% N/A
Fund
Dreyfus Premier Opportunity Funds N/A
1. Dreyfus Premier Micro-Cap $58,025,445 1.25% N/A
Growth Fund1
2. Dreyfus Premier NexTech Fund2 $101,215,822 1.50% N/A
3. Dreyfus Small Cap Opportunity $3,563,180 0.90% 1.65%
Fund
The Dreyfus Premier Third Century Fund, $877,728,422 0.75% N/A
Inc.
Dreyfus Premier Value Equity Funds N/A
1. Dreyfus Premier Value Fund $155,747,869 0.75% N/A
Dreyfus Premier Worldwide Growth Fund, $1,385,561,514 0.75% N/A
Inc.
The Dreyfus Socially Responsible Growth $757,457,313 0.75% N/A
Fund, Inc.
Dreyfus Variable Investment N/A
Fund
1. Appreciation Portfolio $978,136,240 DREYFUS N/A
0.55% - 0 up to $150M
0.50% - $150M up to $300M
0.375 % - over $300 M
FAYEZ SAROFIM & CO.
.20% - 0 up to $150M
.25% - $150M up to $300M
.375% - over $300M
2. Small Cap Portfolio $751,051,937 0.75% N/A
MPAM Funds Trust
1. MPAM Emerging Markets Fund $97,032,308 1.15% 1.35%*
2. MPAM International Fund $451,177,245 0.85% 1.05%*
3. MPAM Large Cap Stock Fund $1,761,098,246 0.65% N/A
4. MPAM Mid Cap Stock Fund $959,076,896 0.75% N/A
JENNISON
Investment Advisory Fee as a
Approximate Net Percentage of Average Daily
NAME OF THE FUND ASSETS3 NET ASSETS4
- ----------------------------------------------------------------------------------------------------------
Prudential Equity Fund, Inc.* $1,439,378,207 JENNISON
0.250% on first $500M;
0.226% on next $500M; and
0.203% on balance
The Prudential Series Fund, Inc.
1. Equity Portfolio* $2,325,712,771 JENNISON
0.225%
2. Global Portfolio $876,065,458 0.375%
3. Jennison Portfolio $2,203,623,400 0.75% on first $10M;
0.50% on next $30M;
0.35% on next $25M;
0.25% on next $335M;
0.22% on next $600M; and
0.20% on balance
The Prudential Variable Contract $307,336,331 0.20%
Account-10
Prudential World Fund, Inc.
1. Prudential Global Growth Fund $504,132,685 0.375%
2. Prudential Jennison International $114,462,699 0.60% on first $300M;
Growth Fund 0.50% on next $1.5B; and
0.45% on balance
Allmerica Investment Trust - Select $237,952,570 0.45% on first $100M;
Aggressive Growth Fund 0.40% on next $400M; and
0.35% on balance
Endeavor Series Trust - Jennison Growth $36,115,713 0.50% on first $300M; and
Portfolio 0.45% on balance
Harbor Fund - Harbor Capital Appreciation $6,805,960,532 0.75% on first $10M;
Fund 0.50% on next $30M;
0.35% on next $25M;
0.25% on next $335M;
0.22% on next $600M;
0.20% on next $4B; and
0.25% on balance
Manufacturers Investment Trust - Capital $53,181,700 0.40% on first $300M; and
Appreciation Trust 0.35% on balance
Oppenheimer Select Managers - Jennison $8,466,312 0.45% on first $300M; and
Growth Fund 0.40% on balance
Seasons Series Trust - Focus Growth $12,020,616 JENNISON
Portfolio* 0.40%
SunAmerica Style Select Series, Inc.
1. Large-Cap Growth Portfolio* $27,051,693 JENNISON
0.30% on first $300M; and
0.25% on balance
2. Focused Growth Portfolio* $384,609,212 JENNISON
0.40%
The Preferred Group of Mutual Funds - $512,916,464 0.75% on first $10M;
Preferred Large Cap Growth Fund 0.50% on next $30M;
0.35% on next $25M;
0.25% on next $335M;
0.22% on next $600M; and
0.20% on balance
The Prudential Investment Portfolios, Inc.
1. Prudential Jennison Growth Fund $4,484,675,942 0.30% on first $300M; and
0.25% on balance
2. Prudential Jennison Equity $938,900,890 0.30% on first $300M; and
Opportunity Fund 0.25% on balance
Masters' Select Funds Trust - The Masters' $95,768,993 JENNISON
Select Equity Fund* 0.75% on first $10M;
0.50% on next $30M;
0.35% on next $25M;
0.25% on next $335M;
0.22% on next $600M; and
0.20% on balance
Scudder Focus Value Plus Growth Fund* $60,073,886 0.45% on first $100M;
0.40% on next $400M;
0.35% on next $500M;
0.30% on next $1B; and
0.25% on balance
Strategic Partners Opportunity Funds
1. Strategic Partners Focused Growth $113,636,063 JENNISON
Fund* 0.30% on first $300M; and
0.25% on balance
2. Strategic Partners New Era Growth $96,971,388 JENNISON
Fund* 0.50% on first $1B; and
0.40% on balance
The Prudential Series Fund, Inc.
1. SP Strategic Partners Focused $6,356,557 JENNISON
Growth Portfolio* 0.30% on first $300M; and
0.25% on balance
2. Jennison 20/20 Focus Portfolio $89,806,052 Growth Portion:
0.30% on first 300M; and
0.25% on balance
Value Portion:
0.375%
3. SP Jennison International Growth $39,828,050 0.60% on first $300M;
Portfolio 0.50% on next $1.5B; and
0.45% on balance
4. SP Prudential U.S. Emerging Growth $40,546,660 0.30%
Portfolio
5. Natural Resources Portfolio $393,984,892 0.225%
6. Value Portfolio* $958,589,791 JENNISON
0.20%
Prudential 20/20 Focus Fund $858,870,097 Growth Portion:
0.30% on first 300M; and
0.25% on balance
Value Portion:
0.375% on first $1B; and
0.3325% on balance
Strategic Partners Asset Allocation Funds $87,192,796 JENNISON
- - Strategic Partners High Growth Fund* 0.30% on first $300M; and
0.25% on balance
IDEX Mutual Funds - IDEX Jennison Equity $95,453,217 0.40% on first $500M; and
Opportunity 0.35% on balance
Deutshce Investors Funds, Inc. - Growth $4,114,841 0.48% on first $500M;
Opportunity Fund 0.45% on next $250M; and
0.42% on balance
Prudential U.S. Emerging Growth Fund, Inc. $569,872,912 0.30% on first $1B; and
0.261% on balance
Prudential Natural Resources Fund, Inc. $90,748,639 0.375%
Prudential Sector Funds, Inc.
1. Prudential Financial Services $105,120,689 JENNISON
Fund* 0.375%
2. Prudential Health Sciences $194,898,336 JENNISON
Fund* 0.30% on first $300M; and
0.25% on balance
3. Prudential Technology Fund* $126,284,672 JENNISON
0.375%
4. Natural Resources Portfolio $393,984,892 0.225%
Prudential Small Company Fund, Inc. $617,213,768 0.455%
Prudential Value Fund* $657,330,157 JENNISON
0.300% on first $500M;
0.238% on next $500M;
0.214% on next $500M; and
0.191% on balance
* Operating expense caps presented exclude fees paid pursuant to Rule 12B-1
Plans and Shareholder Services Plans.
1 Management fee may vary from 0.45% to 2.05% depending on the fund's
performance.
2 Management fee may vary from 0.50% to 2.50% depending on the fund's
performance.
3 For multi-manager funds, net assets shown are only assets under Jennison's
management, not total fund assets.
4 Based on average daily net assets.
* Multi-manager fund.
EXHIBIT C
This Exhibit sets forth certain information regarding ownership of
Portfolio shares as of March 11, 2002.
As of June 5, 2002, none of the Fund's directors and officers owned
Portfolio shares.
As of June 2002, the following shareholder was known by the Fund to own of
record and beneficially 5% or more of the Portfolio's outstanding voting
securities. Under the 1940 Act, a shareholder that beneficially owns, directly
or indirectly, more than 25% of the Fund's total outstanding shares may be
deemed a "control person" (as defined in the 1940 Act) of the Fund.
Percent of
Name and Address Portfolio Shares
of Shareholder Outstanding
---------------------------------------------------------- ------------------
Transamerica Occidental Life Insurance Co., Separate 68.1054%
Account VA-2L (Initial shares)
93.9563%
(Service shares)
First Transamerica Life Insurance Co., Separate Account 31.8514%
VA-2LNY (Initial shares)
6.0310%
(Service shares)
The proportionate voting policy described in this proxy statement may
result in certain Policyowners' instructions affecting the vote of 5% or more of
the Portfolio's total outstanding shares. These particular Policyowners and the
percentage of votes which their instructions may affect will depend upon the
number of shares attributable to Policyowners that provide instructions and to
Policyowners that do not.
EXHIBIT D
This Exhibit sets forth certain information about the Fund's Trustees and
Officers.
BOARD MEMBERS OF THE FUND1
- -------------------------
Name (Age) Principal Occupation
POSITION WITH FUND (SINCE) DURING PAST 5 YEARS OTHER BOARD MEMBERSHIPS AND AFFLIATIONS
- -------------------------- ------------------- ---------------------------------------
Joseph S. DiMartino (58) Corporate Director and Trustee The Muscular Dystrophy Association, DIRECTOR
Chairman of the Board (1995) Carlyle Industries, Inc., a button packager and
distributor, DIRECTOR
Century Business Services, Inc., a provider of
outsourcing functions for small and medium size
companies, DIRECTOR
The Newark Group, a provider of a national market of
paper recovery facilities, paperboard mills and
paperboard converting plants, DIRECTOR
QuikCAT.com, a developer of high speed movement,
routing, storage and encryption of data, DIRECTOR
David P. Feldman (62) Corporate Director and Trustee 59 Wall Street Mutual Funds Group (11 funds),
Board Member (1994) DIRECTOR
The Jeffrey Company, a private investment company,
DIRECTOR
QMED, a medical devise company, DIRECTOR
James F. Henry (71) President, CPR Institute for CPR Institute for Dispute Resolution, PRESIDENT-EMERITUS
Board Member (1990) Dispute Resolution, a non-profit
organization principally engaged in
the development of alternatives to
business litigation (Retired 2001)
Rosalind Gersten Jacobs(76) Merchandise and marketing consultant
Board Member (1990)
Dr. Paul A. Marks (75) President and Chief Executive Memorial Sloan-Kettering Cancer Center, PRESIDENT
Board Member (1990) Officer of Memorial Sloan-Kettering - EMERITUS
Cancer Center (Retired 1999) Pfizer, Inc., pharmaceutical company, PRESIDENT-EMERITUS
Dr. Martin Peretz (62) Editor-in-Chief of The Academy for Liberal Education, an accrediting
Board Member (1990) New Republic agency for colleges and universities certified by
Magazine the U.S. Department of Education
Lecturer in Social Studies at Electronic Newstand, distributor of magazines on
Harvard the web
University Digital Learning Group, LLC., an online
Co-Chairman of TheStreet.com, Publisher of college textbooks
a
financial daily on the web
Bert W. Wasserman (69) Financial Consultant Malibu Entertainment International, Inc., DIRECTOR
Board Member (1993) Lillian Vernon Corporation, DIRECTOR
PSC, Inc., DIRECTOR
1 None of the Board Members are "interested persons" of the Fund, as defined
in the 1940 Act.
OFFICERS OF THE FUND
STEPHEN E. CANTER, PRESIDENT SINCE MARCH 2000. Chairman of the Board, Chief
Executive Officer and Chief Operating Officer of Dreyfus, and an officer of
92 investment companies (comprised of 183 portfolios) managed by Dreyfus.
Mr. Canter also is a Director or an Executive Committee Member of the other
investment management subsidiaries of Mellon, each of which is an affiliate
of Dreyfus. He is 56 years old, and has been an employee of Dreyfus since
May 1995.
MARK N. JACOBS, VICE PRESIDENT SINCE MARCH 2000 . Executive Vice President,
Secretary, and General Counsel of Dreyfus, and an officer of 94 investment
companies (comprised of 196 portfolios) managed by Dreyfus. He is 55 years
old and has been an employee of Dreyfus since June 1977.
MICHAEL A. ROSENBERG, SECRETARY SINCE MARCH 2000. Associate General Counsel of
Dreyfus, and an officer of 93 investment companies (comprised of 183
portfolios) managed by Dreyfus. He is 42 years old and has been an employee
of Dreyfus since October 1991.
STEVEN F. NEWMAN, ASSISTANT SECRETARY SINCE MARCH 2000. Associate General
Counsel and Assistant Secretary of Dreyfus, and an officer of 94 investment
companies (comprised of 196 portfolios) managed by Dreyfus. He is 52 years
old and has been an employee of Dreyfus since July 1980.
ROBERT R. MULLERY, ASSISTANT SECRETARY SINCE MARCH 2000. Associate General
Counsel of Dreyfus, and an officer of 21 investment companies (comprised of
39 portfolios) managed by Dreyfus. He is 50 years old and has been an
employee of Dreyfus since May 1986.
JAMES WINDELS, TREASURER SINCE NOVEMBER 2001. Director - Mutual Fund Accounting
of Dreyfus, and an officer of 94 investment companies (comprised of 196
portfolios) managed by Dreyfus. He is 43 years old and has been an employee
of Dreyfus since April 1985.
MICHAEL CONDON, ASSISTANT TREASURER SINCE MARCH 2000. Senior Treasury Manager of
Dreyfus, and an officer of 35 investment companies (comprised of 76
portfolios) managed by Dreyfus. He is 40 years old and has been an employee
of Dreyfus since August 1984.
WILLIAM MCDOWELL, ASSISTANT TREASURER SINCE MARCH 2000. Senior Accounting
Manager - Taxable Fixed Income of Dreyfus, and an officer of 18 investment
companies (comprised of 73 portfolios) managed by Dreyfus. He is 43 years
old and has been an employee of Dreyfus since March 1981.
KENNETH J. SANDGREN, ASSISTANT TREASURER SINCE NOVEMBER 2001. Mutual Funds Tax
Director of Dreyfus, and an officer of 94 investment companies (comprised
of 196 portfolios) managed by Dreyfus. He is 47 years old and has been an
employee of Dreyfus since June 1993.
The address of each Board member and officer of the Fund is 200 Park
Avenue, New York, New York 10166.
DREYFUS VARIABLE INVESTMENT FUND
SPECIAL VALUE PORTFOLIO
The undersigned owner of one or more variable annuity contracts or variable
life insurance policies (collectively, the "Policies") offered by the indicated
insurance company (the "Participating Insurance Company"), hereby instructs the
Participating Insurance Company (i) to vote as indicated herein, all of the
shares of beneficial interest of the Special Value Portfolio (the "Portfolio"),
a series of Dreyfus Variable Investment Fund (the "Fund"), held in each separate
account attributable to the Policies at the close of business on June 28, 2002,
and (ii) to appoint Michael A. Rosenberg and Robert R. Mullery, and each of
them, the attorneys and proxies of the Participating Insurance Company, with
full power of substitution, to vote, as indicated herein, such shares at a
Special Meeting of Shareholders to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York, at 3:30 p.m.
on Tuesday, September 10, 2002, and at any and all adjournments thereof, with
all of the powers the undersigned possesses and especially (but without limiting
the general authorization and power hereby given) to vote as indicated on the
proposal, as more fully described in the Proxy Statement for the meeting.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
PLEASE MARK BOXES IN BLUE OR BLACK INK.
1. To approve a new Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Jennison Associates LLC.
|_| FOR |_| AGAINST |_| ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournments
thereof.
VOTING INSTRUCTIONS ARE BEING SOLICITED BY THE FUND'S BOARD AND
WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.
By signing below, receipt of the
accompanying Notice of Special Meeting
of Shareholders is hereby acknowledged.
Signature(s) should be exactly as name
or names appearing on this form. If
shares are held jointly, each holder
should sign. If signing is by attorney,
executor, administrator, trustee or
guardian, please give full title.
Dated: _________________________, 2002
_______________________________________
Signature(s)
_______________________________________
Signature(s)
Sign, Date and Return this Form
Promptly Using the
Enclosed Envelope
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE